te-ex41_212.htm

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ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	2

Section 101.	Definitions	2

Section 102.	Section References	2

ARTICLE TWO	CONFIRMATION OF THE OBLIGATIONS OF THE COMPANY	2

ARTICLE THREE	MISCELLANEOUS	2

Section 301.	Effect On Original Indenture	2

Section 302.	Counterparts	2

Section 303.	Recitals	2

Section 304.	Governing Law	3

Section 305.	Force Majeure	3

Section 306.	Waiver of Jury Trial	3

Section 307.	Damages	3

Section 308.	FATCA	3

This Twelfth Supplemental Indenture, dated as of July 1, 2016, is between TECO ENERGY, INC., a corporation duly organized and existing under the laws of the State of Florida (herein called the “Company”), having its principal executive offices at 702 N. Franklin Street, Tampa, Florida 33602, and The Bank of New York MELLON (formerly known as The Bank of New York), a New York banking corporation, as Trustee (herein called the “Trustee”), having a corporate trust office at 101 Barclay Street, New York, New York 10286.

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of August 17, 1998 (as heretofore supplemented and amended, the “Original Indenture”); and

WHEREAS, the Company has, effective as of the date hereof, merged with Emera US Inc., a Florida corporation, with the surviving corporation being the Company (the “Merger”); and

WHEREAS, Section 801 of the Original Indenture permits the Company to consolidate with any other Corporation, provided that the conditions of that section are satisfied; and

WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Twelfth Supplemental Indenture in order to assure the compliance of the Merger with the conditions of Section 801 of the Original Indenture; and

WHEREAS, the Company and the Trustee desire to enter into this Twelfth Supplemental Indenture for the purposes set forth in Sections 801(1) and 901(1) of the Original Indenture as referred to above; and

WHEREAS, the Company has furnished the Trustee with a Board Resolution authorizing the execution of this Twelfth Supplemental Indenture; and

WHEREAS, all things necessary to make this Twelfth Supplemental Indenture a valid agreement of the Company and the Trustee and a valid supplement to the Original Indenture have been done,

For and in consideration of the premises, the Company and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective holders from time to time of the Securities that may be issued under the Original Indenture as supplemented and amended, as follows:

All capitalized terms that are used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Indenture. The Original Indenture together with this Twelfth Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.”

Each reference to a particular section set forth in this Twelfth Supplemental Indenture shall, unless the context otherwise requires, refer to this Twelfth Supplemental Indenture.

The undersigned Company hereby confirms its obligations under the Original Indenture and the performance of every covenant of the Original Indenture, including the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities from time to be issued under the Indenture, on the part of the Company to be performed or observed.

This Twelfth Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Twelfth Supplemental Indenture, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture and this Twelfth Supplemental Indenture shall together constitute one and the same instrument.

This Twelfth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Twelfth Supplemental Indenture.

This Twelfth Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction that govern the Original Indenture and its construction.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), if a foreign financial institution, issuer, trustee, paying agent, holder or other institution (the “Foreign Institution”) has agreed to be a party or subject to the Indenture, (i) the Foreign Institution agrees to provide (and, to the extent such information is in the possession of the Company, the Company agrees to provide) to The Bank of New York Mellon sufficient information about itself so that The Bank of New York Mellon can determine whether it has tax related obligations under Applicable Law, and (ii) the Company and the Foreign Institution agree that The Bank of New York Mellon shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law. The terms of this section shall survive the termination of this Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed as of the date and year first written above.

TECO ENERGY, INC.

By:	/s/ Kim M. Caruso
	Name: Kim M. Caruso
	Title: Treasurer

THE BANK OF NEW YORK MELLON, AS TRUSTEE

By:	/s/ Francine Kincaid
	Name: Francine Kincaid
	Title: Vice President


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